Sounds Of Proxy Battles Draw Near

April 24, 1991|By William Gruber.

The proxy wars are coming to Chicagoland.

A small contingent of officials from Nycor Inc. is expected to show up at Zenith Electronics Corp.`s annual shareholders meeting Wednesday in Glenview. They`ll try to elect three directors to Zenith`s board over the objections of the firm`s management.

Leading the battle will be Sal Giordano Jr., chief executive officer of the Basking Ridge, N.J. holding company; William J. Brennan, retired president and treasurer of Nycor; and Nycor attorney Howard S. Modlin.

Another lively dispute is likely to erupt May 8 at the annual meeting of Sears, Roebuck and Co. Activist stockholder Robert Monks wants to win a seat on Sears` board even though its chairman, Edward Brennan, has said that Monks` ``personal agenda is incompatible with Sears and its shareholders.``

Meanwhile, South Side investor Leonard Chavin hasn`t given up on his effort to elect himself and two other dissident stockholders to the board of General Employment Enterprises Inc., Oakbrook Terrace.

The company`s plans to hold a special shareholder meeting in January, at which it hoped to thwart Chavin`s effort by moving its incorporation to Delaware, were bottled up in a court fight. A new date for its annual meeting, originally scheduled for February, hasn`t been set.

Stacking the deck charged

The head of United Shareholders Association, a group that claims to represent the rights of stockholders, is critical of the moves Sears and NCR Corp. took to prevent dissidents from being elected to their boards.

Sears` management will make it harder for Robert Monks to win a seat because it reduced the size of its board to 10 members from 15, according to the group`s chairman, Charles C. Cox, who also runs a Chicago consulting firm, Lexecon Inc. Under cumulative voting, he says, Monks now will have to pool a larger proportion of the stockholder vote to win.

NCR, facing a takeover threat from American Telephone & Telegraph Co., amended its bylaws to allow the addition of up to seven seats to its board before its recent annual meeting. AT&T tried to win four seats at NCR as a preliminary move to acquiring the company. The results have not yet been announced.

Cox accuses both firms of stacking the deck against an open shareholder vote solely to protect incumbent managements ``and perpetuate the status quo.``

In the case of Monks, he says, the challenger isn`t trying to take over Sears but ``simply wants to bring a fresh perspective to the board room.``

Darkest before dawn?

``It got progressively worse as the quarter went on,`` Evelina Tainer, First National Bank of Chicago`s chief domestic economist, says in describing the U.S. economy`s backslide in the first three months of 1991.

In a new report issued by the bank, Tainer now predicts the gross national product will show a drop of 2.5 percent for the first quarter, after adjusting for inflation. She had projected the decline at 1.6 percent in a report published a month earlier.

``We still look for an upturn this spring,`` she says, ``but whether it will be in April or May remains to be seen.``

BUSINESS BEAT: Ernst & Young, the giant accounting firm, now expects to move to Sears Tower next May instead of the end of 1991. The firm currently has operations in three locations.

- The Joliet-Will County Center for Economic Development was named one of the top 10 economic development groups in the nation for a second straight year by Site Selection magazine. The publication, which is aimed at corporate real estate executives, said Will County saw a net increase of 2,150 jobs in 1990 and an increase of more than 13,000 since 1985.

- Lafayette Precision Products Inc., a producer of industrial cutting knives, moved its manufacturing operation from Brooklyn, N.Y., to west suburban Itasca. Spokesman Bill Salvaggio says three people moved from the former location. Only a few more are likely to be hired in Itasca, he says, because the unit moved into a facility already used by Reichel & Drews. Both firms are owned by RDI Inc., a Chicago holding company.

- Bruce Young, chief executive officer of Young Capital Group Inc., a bond firm he founded 2 1/2 years ago, says the company has outgrown its space at 30 S. Wacker Dr. and will move to the AT&T Corporate Center at 231 W. Monroe St. Sept. 1. Young recently hired Nora Kaschube and Robert Williams as vice presidents of bond sales, bringing his staff to 28.

COMING AND GOING: Jerome A. Maher, former vice chairman of Horizon Federal Savings Bank, joined Labe Federal Savings and Loan Association as executive vice president and chief operating officer ... Thomas C. Dasse, senior associate of Bennett & Kahnweiler Inc., was elected president of the Association of Industrial Real Estate Brokers ... Melina Spinuzza was promoted to consumer loan officer at First Bank of Highland Park.